SpiderMan and the Beanstalk
by Dennis Fielder
Summary: Peter Parker, Ben Reilly, and Eddie Brock must climb up a beanstalk to save Mary Jane Watson and Gwen Stacy from Giant Flint Marko.
1. My What a Happy Day

Something I couldn't resist writing.

Courtesy of your friendly neighborhood Spider-Fan.

Disclaimer: Mickey and the Beanstalk belongs to Walt Disney, and Spectacular Spider-Man belongs to Sony and Disney, and the characters from that and any other Marvel character I use belongs to Marvel Comics and Stan Lee. Oh, I just realized something! I'll tell you about it at the end of the chapter.

**Spider-Man and the Beanstalk**

Chapter 1: My What a Happy Day

Peter Parker was putting his daughter May to bed with his cousin Ben Reilly as he was putting his son George to bed as their wives Mary Jane and Gwen were about to leave.

"Now boys, for once get them to sleep by their bedtime." Mary Jane said with a smile.

"Good night sweeties." Gwen said as she blew both children a kiss.

"Good night Aunt Gwen." May said.

"Good night Mommy." George said.

"Now go to sleep kiddo." Peter said.

"Could you tell me and Ben a story, Daddy?" May asked.

"Well, I guess one wouldn't hurt." Peter answered.

"Yay!" May called out. "Isn't that cool Unca Ben?"

"Well…" Ben said. "Uh… No."

"This is a story everyone should hear." Peter said.

"Yeah, but not everyone should tell it, and you know who." Ben said.

"Well I'm gonna tell it anyway." Peter said.

"Alright, suit yourself." Ben said with a sigh.

"Now, once upon a time there was a place called Happy Valley." Peter began. "It was called Happy Valley because everyone who lived there was happy."

"That makes sense." Ben said with a smile.

"Okay kids, now close your eyes and tell me if you can picture it." Peter said.

"I think I can." May said.

"Me too." George added.

"It's all nice and green with a lot of hills." May said.

* * *

Happy Valley was often called Nature's garden spots, nestled among green rolling hills. A lovely brook, the laughing brook, flowed through the valley. Winding roads connected the valley with stately trees lining them. They also connected the lush fields and prosperous farms that dotted the landscape, and on a hill top over-looking the valley and shining like a jewel stood a magnificent castle, and two precious princesses lived in the castle. One was the fair maiden Gwen Stacy who made fair rules and kept the country clean. Her fellow princess, Mary Jane Watson, kept the country bright, cheerful, and happy with her beautiful singing voice. Men, women, and children came from all over the world, feeding the country's trade, just to hear her beautiful voice.

_My… What a happy day._

_What a sunny sky._

_Kinda make you sigh_

_In a happy way._

_What a very merry day…_

_All the world is gay._

_When your cares are light._

_And your heart takes flight._

_And you're swept away._

_The air is sweet with clover._

_The clouds are turning over._

_Oh yes they're turning over _

_Just to show their silver lining._

_My what a happy day…_

_Never knew such bliss._

_Never read of this in a book or play!_

_What a lovely day!_

_What a great big gorgeous, __sumptuous, thumping, bumptious, hum-galumptious, simply scrumptious!_

_My what a happy day!_

When Mary Jane would sing, all the farmers would join in as well, and their work got twenty times quicker.

_My what a happy day…_

_Never knew such bliss._

_Never read of this in a book or play!_

_What a lovely day!_

_What a great big gorgeous, __sumptuous, thumping, bumptious, hum-galumptious, simply scrumptious!_

_Oh me, oh my, what a happy day!_

The voice of Mary Jane cast a magic spell of joy and prosperity throughout the land, but it was too good to last, for one day a mysterious shadow crept over the valley and something dreadful happened.

()()()()()

Mary Jane and Gwen were talking. They weren't biologically sisters, but they had been raised in the same home for so long that they couldn't have been closer if they were. When they sky got surprisingly dark, Mary Jane and Gwen both screamed and tried to run, but they were got by the creature who had caused the darkness grabbed them, and they knew no more for a long time.

()()()()()

When the shadow lifted, Mary Jane and her sister were gone. No longer was the valley happy, for without the magic of Mary Jane's voice and Gwen's wise guidance, all was misery… Misery… Misery.

The grass fields and trees all became a depressing reddish color as the desolation spread throughout the land and everything dried up. The fields of corn turned to dust almost before you could say kerplop. The Laughing Brook flowed no more, and what little water remained fell down the cracks that appeared in the river bed.

To think that this land was once happy valley, and now it was little better than gruesome gulch.

Days passed. Then weeks passed. Then months past.

()()()()()

A group of humble peasants, three orphaned boys, were hit the hardest. All they had was a cow who had dried up with the Laughing Brook. The three boys were all that were left of two proud families who had tilled the land together. Among them were Peter Parker and his cousin Ben Reilly and their closest friend, Eddie Brock. The house was so much to handle for the three boys that it was in a derelict state with one of the doors having fallen off very recently. The three poor farmers sat at the dinner table as they were on the edge of starving to death. By some combination of miracles and careful planning, the three were still alive, still breathing, and sharing a pitiful crust of bread between them. Peter made as thin cuts with his knife as he could to save the last loaf of bread they had for as long as they could.

Were their spirits broken? Did they lose hope? Yes. The three teenagers were facing famine and were left only with beans… Well _a _bean by now. One bean to split between three people. Peter cut it as thinly as possible until there were three semi-thin bean slices that barely made the bread bulge. The only bright side anyone could have found was that at least the bean didn't have any bones. Eddie, though still muscular, had become gaunt from lack of food, becoming a bag of bone and weakening muscles. A true picture of despair, but Eddie never whimpered. Eddie never gave up.

"SHUT UP!" Eddie called out. "I CAN'T STAND IT!"

Eddie then grabbed as many plats as he could and attempted to eat them like a sandwich before Peter and Ben grabbed him and pulled the dishes away.

"Okay Eddie, easy now." Peter said as Ben and Peter rubbed his back in an attempt to calm him. "Easy now."

"Don't worry bros." Eddie said with a heavy sigh as he breathed hard from the rush of adrenaline. "Yeah… I'll be alright. I'll be alright."

Eddie said he'd be alright, but Peter wondered. Eddie had suffered too much. Ben, knowing how Eddie got when he was riled wondered what plan was forming in the mind of the desperate Eddie.

Eddie meanwhile saw the axe they had used to chop down wood and got a sinister smile on his face as he slipped away and grabbed it.

"EDDIE NO!" Peter called out in alarm when he saw the empty space where the axe usually hung.

()()()()()

"Here cowsie-wowsie." Eddie said in a raspy, demented voice as he approached the cow. "Nice old cowsie-wowsie."

"Eddie!" Peter called out as Eddie suddenly shouted out and lunged at the cow with the axe. The cow mooed in alarm and jumped onto a tree as Peter pulled the axe out of Eddie's hand, and he then began chewing on the tail before Ben and Peter grabbed Eddie and held him down.

"But guys…" Eddie panted as he began to come back to his senses. "I've just gotta eat. I'm so… Hungry."

Ben and Peter helped Eddie into the house where he rested on the couch.

* * *

Aw, poor Eddie.


	2. Beans

Chapter 2: Beans

Peter was holding Ben down to demonstrate the story as the children giggled.

"Poor Eddie was completely out of his head." Peter said. "It was a pitiful sight to see Eddie deteriorate after weeks without food. Poor Eddie."

"Poor me." Ben said after Peter let go.

"It was all they could do to restrain him." Peter said. "Poor Eddie had just about reached the end of his rope. They were definitely in a sorry predicament."

"Eddie may have gone nuts, but he had the right idea." Ben said. "Kill the cow."

"Oh no, Unca Ben!" May shouted. "The cow was your best friend."

"Well a friend in need is a friend indeed." Ben said.

"So what?" Peter asked.

"So, they need some steak." Ben said plainly.

"No!" George whined. "If you kill the cow, I'm not gonna listen to the story."

"Relax son, I was just teasing." Ben said.

"You always did have a morbid sense of humor." Peter said with a smile. "Anyway, they eventually decided to sell the cow."

* * *

Things began to look much brighter for the boys after Peter went to a village to sell the cow. The thought of prosperity after going so long without it brought a smile to Ben and Eddie's faces.

"Hey look!" Ben called out as he and Eddie acted out all the food they would eat after Peter returned with the money.

_Turkey, lobster, sweet potato pie!_

_Pancakes piled up 'til they reach the sky._

Eddie hummed along as his high spirits had helped get him back to normal.

_Oh… I wanna eat and eat and eat and eat_

_And eat until I die._

_Turkey, lobster, sweet potato pie!_

_Pancakes piled up 'til they reach the sky._

_Lots of starches._

_Lots of greens._

_Fancy chocolate covered-_

"Beans!" Peter called out as he held up a dingy yellow box.

"What do you mean beans?" Ben asked.

"I sold the cow for some magic beans." Peter said.

"Beans?" Eddie called out angrily. "We were better off than that a month ago!"

"But Eddie, these aren't ordinary beans." Peter insisted. "They're magic beans. If you plant these beans in the light of a full moon, do you know what'll happen?"

"Yes, we'll get more beans!" Eddie said testily as he grabbed the box and threw it in a corner as the four beans fell into a hole there. "Magic beans! Humbug!"

()()()()()

Later that night, Peter rested in one of the cots in his, Eddie, and Ben's room. How could he have been so stupid?

_Magic beans. Light of a full moon. _Peter thought angrily. _How could I have fallen for that? Maybe I'll wake up in the morning to find the whole disaster was a dream._

Peter then went to bed having given up is ration for his foolishness.

()()()()()

But it wasn't as foolish as Peter thought as the night's full moon shone on the very spot the beans had fallen in through a nearby window. A small green stalk popped out of the hole and began to twist around. It then grew through two small holes into the boys' room and went close to Ben's mouth as it went onward. It then went past Peter's bed, taking his blanket with him and leaving behind a leaf that caught on Peter's foot. It then went up to the top bunk where Eddie slept and tickled his bare feet with its vines.

The beanstalk then burst out of the doors and windows of the house until it lifted the whole thing up. As it continued to grow, the house crumbled, leaving only the three boys. Peter ended up spending the rest of his sleep on a large leaf. Eddie ended up protected by a large vine coil he ended up falling into. Ben rested on a large vine face down.

And all through the night it continued to grow onward and upward.

* * *

Ben: That beanstalk was a menace to aviation.

May: What's aviation?

Peter: Airplanes.

May: Oh.

Me: I love this story.


	3. On Top of the Beanstalk

Chapter 3: On Top of the Beanstalk

At dawn, Peter, Ben, and Eddie woke up to find themselves on top of a giant bean stalk starring up at a huge castle sitting on what appeared to be a floating island hidden by clouds.

"Hey, I was right." Peter said with a smile.

"Yeah you were." Eddie said. "Look Pete, I'm sorry."

"It's alright." Peter said. "It's not like this happens every day. Let's get those outfits we made for Halloween last year to investigate.

"Cool." Ben said. Ben put on a red outfit with a blue muscle shirt with a spider on the chest and pulled on a red mask with large white eyes. Peter put on a red and blue outfit with black webbing all over the red sections of the suit with a small spider on the chest and pulled on a webbed version of Ben's mask. Eddie pulled on an all black version of Peter's outfit with a large white spider on it.

They then headed out and wondered who lived there. Man or monster? Friend or foe? A princess or a dragon?

They all knew one thing. Three things drew the three boys to the castle. Hunger, desperation, and a love of adventure.

It was a fantastic experience as there were caterpillars as big as dogs and butterflies as large as eagles.

"Wouldn't it be amazing if mortal man never set foot here before?" Peter asked.

"Well somebody did." Eddie said as Ben fell into a large foot print.

"Oh man." Ben said as he got out. "Who made those?"

"Well it wasn't Cinderella." Eddie said calmly. Hopefully it was something friendly.

Soon they arrived at a moat that surrounded the castle, so they took a peapod and made it into a boat as the three took some willows and rowed towards the castle.

Then suddenly without warning up in the sky dragon flies the size of fighter planes arrived.

"Walloping web-snappers!" Peter called out. "What whoppers."

"No kidding." Eddie said. "Hey, I got an idea! Hey, long noise! Over here!"

"Eddie!" Ben began before the dragon fly dove in, and all three boys ended up right at the steps of the castle. "Smart thinking."

"Okay, how are we gonna climb these steps?" Peter asked.

"How about you get on my back, and we'll hoist Eddie up. Then he can pull us up and so on and so forth.

Everyone agreed to this and began to slowly make their way up the stairs. This was the most exciting part of their journey so far. Forgotten was their hunger. Forgotten was their fear. The young boys never faltered and eventually made it to the top step.

They then wondered two things, what mystery lay behind the cold walls of the castle, and what dark spell hovered over this gloomy place.

Peter then went up and knocked on the door as he pulled off his mask, but no one came. They wondered if they should go in, but eventually they decided to risk it. They walked in and found themselves in an enormous entry hall, easily twenty times as big as any normal room. It was also as silent as a tomb. Ben was the last to go through and ended up having to spend a few moments putting his pants back on.

"Ha!" Eddie called out. "Caught with your pants-"

"Eddie." Peter said quietly.

"Caught with your pants-"

"Eddie!" Peter said again as Ben pulled his pants back on.

"Well his underwear was showing." Eddie said finally as they walked around.

In an enormous dining room, they looked up to see an enormous pile of food.

"FOOD!" Eddie called out in joy. "Let me at it!"

They then ran up the winding carving on a table leg and began eating whatever they could find. Ben began eating peas the size of basket balls and moved to jell-o that he could swim through. Ben then crashed into a thing of walnuts as he came out.

"Who's there?" A very familiar voiced asked from a chest.

As she said that, a blond girl, who wore a maid's outfit, walked out.

"Is anyone here?" The girl asked.

"That's Princess Mary Jane's voice!" Peter called out. "And that maid's Princess Gwen!"

"Yahoo!" Eddie called out.

"How'd you two get here?" Peter asked as he looked in through the keyhole and saw Mary Jane's lovely green eyes and red hair.

"Gwen and I were kidnapped by a wicked giant." Mary Jane said.

"Oh." Peter said before it sunk in. "A giant?"

"A giant?" Eddie cried out.

"A giant?" Ben called out.

"A giant." Gwen confirmed.

* * *

Well… Things look bad, don't they?


	4. The Giant

Chapter 4: The Giant

"A giant?" May asked in alarm.

"A giant?" George asked in the same voice.

"A giant." Ben said as he nodded his head.

"Bigger than forty men." Peter said.

"Wow." George said.

"A giant that had the power to turn himself into anything, man or beast." Peter said.

"Wow." May said.

"It was the giant that kidnapped the princesses and brought ruin to Happy Valley." Peter explained.

"But why did the giant want to kidnap the princesses?" May asked.

"Because he was cruel and selfish." Peter explained. "He didn't care what happened to the valley. He just wanted someone to sing him to sleep and keep house for him."

"Couldn't he have just done it himself?" George asked.

"You see son, when you're cruel and selfish, you don't like doing a lot of things for yourself." Ben explained.

"Oh." George said.

"Well anyway, back to the story." Peter said.

* * *

Just after learning about the giant, they heard a loud booming voice say…

"Fee! Fi! Fo! Fum! Fee fi fo fum!"

The giant, a man in a striped green and blue shirt arrived bouncing a large ball.

_Fee fi fo fum!_

_Hee hi ho hum!_

_I'm a most amazing guy!_

_A most amazing guy am I!_

_Fee fi fo fum!_

_Hee hi ho hum!_

_I'm stuff I'm telling you,_

_For here's what I can do!_

_I can change myself into an elf._

_Fly up high like a birdie._

_I can disappear into atmosphere._

'_Cause I know the magic wordies._

_Fi fo fee foy!_

_Fee fee-fee fee._

"Fi-Fi?" The giant asked after a minute. "I don't know no Fi-Fi."

He thought for a moment.

"Fee fi fo fum." The giant said. "I smell…"

The three boys hid as Gwen got close to the chest, and the giant grabbed a large pot and smiled.

"Pot roast!" The giant called out happily. "Chocolate pot roast. With pestachimo, with pestachi- with pista- With green gravy."

The giant then made himself a sandwich with some cheese Ben was hiding behind, some lettuce Eddie was hiding in, and a large chicken leg, which Peter ended up being put into. He then poured some pepper on the sandwich which caused Peter to sneeze and cause his head to poke out.

"Um… Hi." Spider-Man said nervously before he rushed off.

"Oh no you don't!" The giant called out. "You can't get away from Flint Marko!"

Marko then grabbed Peter.

"I've got ya!" Flint said as he didn't hear anything. "I think I got ya."

Marko then looked inside his fist.

"Yeah, I got ya." Marko said.

"Marko…" Peter said with a smile as he gestured Marko to look.

"What is it?" Marko asked. "What is it?"

Marko opened his hand as Peter walked on his life line.

"Ten, twenty, thirty, forty." Peter counted. "Boy what a lifeline."

"Well what's this here?" Marko asked as he pointed at a spot on his lower palm.

"Oh, I can't believe it!" Peter said in mocked surprise.

"Is it bad?" Marko asked.

"Well it says here that you can change yourself into anything." Peter said.

"Sure!" Marko said with a wide smile. "You wanna see me? I can change myself into the darndest things! Go on, give me something. Anything."

"Anything?" Peter asked.

Anything." Marko answered. Peter then looked around and saw a flyswatter. This gave him an idea.

"Can you change into a fly?" Peter asked.

"A cute teeny-weeny, itsy-bitsy house fly?" Marko asked.

"That's it." Peter said. "A house fly."

"Ah, you don't want a fly." Marko said. "How about a bunny with long pink ears?"

"Well of course if you can't do a fly then-" Peter said before Marko conceded.

"Alright, a fly." Marko said. "Why?"

"Well uh… Because." Peter said.

"Alright." Marko said. "A teeny-weeny fly. With pink wings. Now for the magic wordies! Fee fi fo fum! Hee hi ho hum!"

While Marko was doing this, Peter called Ben and Eddie out of hiding and prepared to use the flyswatter on the giant when he instead turned into a huge pink rabbit.

"You sure you don't want a pink bunny?" Marko asked before he noticed what they were holding. "Hey, what is this? You think you'd fool me?"

Marko then grabbed the three, opened the chest, pulled out Mary Jane, and dropped the boys in, but Peter managed to get out of the giants grasp unnoticed and hold onto the chest as it was put on a high up shelf.

Things looked pretty dark for the prisoners as Marko locked the chest as Peter climbed up and prepared to try and get the key as Marko dropped it in his pocket. Mary Jane then smiled and began singing a soft soothing song to get Marko to sleep.

_In my favorite dreams, _

_Everyone is so delightful._

_No one's mean or spiteful._

_In my favorite dreams._

Mary Jane then waved for Peter to move forward as Marko got drowsy.

_Yes, and in my favorite dreams,_

_There my heart can go romancing._

_Dancing to a heavenly theme._

_But there's something else I look forward to._

_It's a secret, but here's a clue._

_He's my favorite you-know-who._

_He's the hero of my most favorite dreams._

Peter then took a threading needle and stuck it on the floor of the self. He then used a twine he'd brought with him to go slowly down to the giant to get the key to free his friends and escape with Mary Jane and Gwen.

As Marko began to fall asleep, Peter landed on his shoulder and began to walk down.

"_In his right breast pocket, you'll find the key._" Mary Jane sang, helping Peter out, and Peter nodded and began making his way to Marko's right breast pocket. "_The right breast pocket. Go carefully._"

Mary Jane then gasped when Peter fell in, but Peter was alright and was about to pull the key out when it got caught on a snuff box, so Peter had to give an almighty tug to free it, and that caused the whole thing of snuff to be released, and Peter let out a huge sneeze.

This woke Marko up, and he yelled, "I'll smash- AHCHOO!"

Marko then slammed his pocket and looked inside but no one was there.

"Huh." Marko said. "Nightmare."

He then went back to sleep as Peter climbed back up the thread and made it to the shelf with the key, barely.

()()()()()

"He made it!" Eddie called out from the chest as he watched the whole thing from the key hole.

"He did?" Ben asked. "Great. Here he comes with the key."

"Let me have it, Peter!" Eddie called out and accidentally got knocked in the mouth by the key.

Peter then freed the two.

()()()()()

Things looked bright for the five teenagers as they left with Mary Jane and Gwen, but Peter wasn't really to take chances. He tied Marko's shoes together in case he woke up, which he did. Peter then finished tying the shoes and rushed off with his friends. While his friends rushed off to the beanstalk, Peter used a wine bottle cork to toss him to the beanstalk as his friends already managed to get there, and they were closely followed by Marko. The five then hurried down the beanstalk as Ben and Peter grabbed a saw and began cutting the beanstalk down as Eddie moved the girls as far away as possible. As Marko was halfway down, the beanstalk was finally cut in two, and Marko fell, screaming his head off. He smashed into the ground leaving a large indent on the ground, killing himself in the process.

"Thank you." Mary Jane said to the boys, but particularly to Peter.

"You were all very brave." Gwen added.

So with the princesses' return, happiness returned to Happy Valley, and the spot where Marko fell became a grassy hill that remained a preservation in honor of the three young heroes. Eddie moved into the village while Ben and Peter ended up staying and marrying Mary Jane and Gwen, and they all lived happily ever after.

* * *

May cheered as she clapped her hands.

"Tell another one Daddy." May said eagerly.

"Sorry kiddo, but your mom will kill me if I don't put you to sleep." Peter said. "Alright dear?"

"Okay." May said as she went to sleep.

"Night night." George said as Ben and Peter left as Gwen and Mary Jane smiled and talked about their adventure together.

* * *

Marko: Hey, has anyone seen a guy dressed like a spider?

Me: No, I uh… (I pass out.)

Jenny: Doug! Doug speak to me!

Marko: What's the matter with him? Something he ate?

Robert: No, he'll be okay. Good night Flint.


End file.
